<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED LIGHTING TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
OHIO 34-1803229
- --------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
2307 East Aurora Road, Suite One
Twinsburg, Ohio 44087
(Address of Principal Executive Offices)
ADVANCED LIGHTING TECHNOLOGIES, INC.
1997 BILLION DOLLAR MARKET CAPITALIZATION INCENTIVE AWARD PLAN
--------------------------------------------------------------
(Full title of the Plan)
WAYNE R. HELLMAN
Advanced Lighting Technologies, Inc.
2307 East Aurora Road, Suite One
Twinsburg, Ohio 44087
(216) 963-6680
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
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Copy to: GERALD W. COWDEN, ESQ.
Cowden, Humphrey & Sarlson
1414 Terminal Tower
Cleveland, Ohio 44113
(216) 241-2880
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 800,000 $ 23.6875 $ 18,950,000 $ 5,590.25
=======================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions effected without receipt of
consideration as provided by the Plan.
(2) Maximum offering price is not determinable, since the price per share
will vary from time to time depending on the market value of the Common
Stock. Maximum offering price has been calculated in accordance with
Rule 457(h) and Rule 457(c), based upon the average of the reported
high and low sales prices of the Common Stock quoted on the NASDAQ
Stock Market on January 30, 1998, of $23.6875 per share.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Advanced Lighting Technologies, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated into this Registration Statement and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
June 30, 1997, filed September 29, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, filed November 14, 1997.
3. The description of the Company's Common Stock set forth on
page 46 of the Company's Prospectus dated December 11, 1995,
filed with the Commission under Rule 424(b) of the Securities
Act of 1933, as amended, which constituted a part of the
Company's Registration Statement on Form S-1 (Registration
Statement No. 33-97902), and which was incorporated by
reference in the Company's Registration Statement on Form 8-A
as filed with the Commission under the Securities Exchange Act
of 1934, as amended.
All documents filed by the Company with the Commission subsequent to
the date of this Registration Statement under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all Common Stock offered have been
sold or which deregisters all Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement from the
date of filing of such documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock issuable by the Company under the 1997
Billion Dollar Market Capitalization Incentive Award Plan will be passed upon
for the Company by Cowden, Humphrey & Sarlson, 1414 Terminal Tower, Cleveland,
Ohio 44113.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 1701.59 of the Ohio Revised Code, which
eliminates the personal liability in damages of a director for violations of the
director's fiduciary duty, except if it is proved by clear and convincing
evidence that his action or failure to act involved acts or omissions undertaken
with deliberate intent to cause injury to the corporation or with reckless
disregard for the best interests of the corporation. This statute does not
affect the liability of directors pursuant to Section 1701.95 of the Ohio
Revised Code (providing for liability of directors for unlawful payment of
dividends or unlawful distribution of assets).
Reference is made to Section 1701.13 of the Ohio Revised Code, which
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative other than an action by or in the name of the corporation (a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case
of derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such action, and the statute requires court approval before there can be any
<PAGE> 3
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's articles of
incorporation, code of regulations, disinterested director vote, shareholder
vote, agreement or otherwise.
Reference is made to Article Seven of the Code of Regulations of the
Company which provides for the indemnification of directors and officers to the
fullest extent permitted by Ohio law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibit numbers on the following list correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation S-K:
Exhibit No. Description
----------- -----------
4.1 Second Amended and Restated Articles of
Incorporation [as amended to February 12,
1997]; Second Amendment to Second Amended
and Restated Articles of Incorporation;
Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996, Commission
File Number 0-27202, filed February 14,
1997.
4.2 Code of Regulations. Incorporated by
reference to the Company's Registration
Statement on Form S-1, Registration No.
33-97902, effective December 11, 1995.
5 Opinion of Cowden, Humphrey & Sarlson
23.1 Consent of Cowden, Humphrey & Sarlson
(contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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B. UNDERTAKING REGARDING DOCUMENTS SUBSEQUENTLY FILED UNDER THE
EXCHANGE ACT.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. UNDERTAKING REGARDING INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Twinsburg, State of Ohio, on February 4, 1998.
ADVANCED LIGHTING TECHNOLOGIES, INC.
By: /s/ LOUIS S. FISI
---------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ WAYNE R. HELLMAN* Chief Executive Officer, February 4, 1998
- -------------------------- Chairman and Director
Wayne R. Hellman
/s/ LOUIS S. FISI Executive Vice President, February 4, 1998
- -------------------------- Secretary and Director
Louis S. Fisi
/s/ NICHOLAS R. SUCIC* Chief Financial Officer, February 4, 1998
- -------------------------- Treasurer
Nicholas R. Sucic
Director February __, 1998
- --------------------------
Theodore A. Filson
/s/ FRANCIS H. BEAM* Director February 4, 1998
- --------------------------
Francis H. Beam
Director February __, 1998
- --------------------------
Susumu Harada
Director February __, 1998
- --------------------------
A Gordon Tunstall
/s/ ALAN J. RUUD* Director February 4, 1998
- --------------------------
Alan J. Ruud
/s/ JOHN R. BUERKLE* Director February 4, 1998
- --------------------------
John R. Buerkle
</TABLE>
*The undersigned, by signing his name hereto, does hereby execute this
Registration Statement on behalf of the above-indicated officers and directors
of Advanced Lighting Technologies, Inc. pursuant to Powers of Attorney executed
by each such officer and director appointing the undersigned as attorney-in-fact
and filed with the Securities and Exchange Commission.
By: /s/ LOUIS S. FISI
----------------------
Louis S. Fisi
Attorney-in-Fact
<PAGE> 6
EXHIBIT INDEX
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Exhibit No. Description Page
----------- ----------- ----
4.1 Second Amended and Restated Articles of
Incorporation [as amended on February 12,
1997]; Second Amendment to Second Amended
and Restated Articles of Incorporation;
Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996, Commission
File Number 0-27202, filed February 14,
1997.
4.2 Code of Regulations. Incorporated by
reference to the Company's Registration
Statement on Form S-1, Registration No.
33-97902, effective December 11, 1995.
5 Opinion of Cowden, Humphrey & Sarlson
23.1 Consent of Cowden, Humphrey & Sarlson
(contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
<PAGE> 1
EXHIBIT 5
---------
February 5, 1998
Advanced Lighting Technologies, Inc.
2307 East Aurora Road, Suite 1
Twinsburg, Ohio 44087
Re: Form S-8 Registration Statement for the 1997 Billion Dollar
Market Capitalization Incentive Award Plan
Gentlemen:
We have acted as counsel for Advanced Lighting Technologies, Inc., an
Ohio Corporation (the "Company") in connection with the proposed offer by the
Company of up to 800,000 shares of the Company's Common Stock (the "Shares")
pursuant to the Advanced Lighting Technologies, Inc. 1997 Billion Dollar Market
Capitalization Incentive Award Plan (the "Plan"). We have examined such
documents, records and matters of law as we have deemed necessary for purposes
of this opinion.
Based upon the foregoing, it is our opinion that the Shares, when
issued or transferred and sold to participants in accordance with the Plan (and
authorized forms of Award Agreements), will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares issued and sold pursuant to the Plan under the Securities Act of
1933 and to the reference to us under the caption "Item 5. Interests of Named
Experts and Counsel" in such Registration Statement.
Very truly yours,
/s/ COWDEN, HUMPHREY & SARLSON, CO., L.P.A.
<PAGE> 1
EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 registering 800,000 common shares) pertaining
to Advanced Lighting Technologies, Inc.'s 1997 Billion Dollar Market
Capitalization Incentive Award Plan of our report dated September 25, 1997, with
respect to the consolidated financial statements of Advanced Lighting
Technologies, Inc., included in its Annual Report (Form 10-K) for the year ended
June 30, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
February 2, 1998
<PAGE> 1
EXHIBIT 24
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis S. Fisi
his attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign the Form S-8 Registration Statement, any amendments thereto
and to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact or his substitute or substitutes may
do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ WAYNE R. HELLMAN Chief Executive Officer, February 3, 1998
- -------------------------- Chairman and Director
Wayne R. Hellman
- -------------------------- Executive Vice President, February __, 1998
Louis S. Fisi Secretary and Director
/s/ NICHOLAS R. SUCIC Chief Financial Officer, February 3, 1998
- -------------------------- Treasurer
Nicholas R. Sucic
Director February __, 1998
- --------------------------
Theodore A. Filson
/s/ FRANCIS H. BEAM Director February 3, 1998
- --------------------------
Francis H. Beam
Director February __, 1998
- --------------------------
Susumu Harada
Director February __, 1998
- --------------------------
A Gordon Tunstall
/s/ ALAN J. RUUD Director February 4, 1998
- --------------------------
Alan J. Ruud
/s/ JOHN R. BUERKLE Director February 4, 1998
- --------------------------
John R. Buerkle
</TABLE>
